BL-2023-NCL-000014 - [2025] EWHC 2074 (Ch)

In April 2021, Mr James Lee, Head of Marketing, of Ticketline emailed Mr James Grant of SSD providing details of tickets refunded on the “This is Tomorrow Event” and the “Bingley Weekender” event. The latter amounted to some 397 refunds out of 4,628 tickets sold, said to amount to 8%. Steve (apparently Steve Davis) replied that information in this format was not “working out” and asked for monetary values. By email dated 22 April 2021, a breakdown of monetary values for the Bingley Weekender was given: the refunds were some £35,040.

By email dated 27 October 2021, sent by Mr Drummond of SSD to Ticketline, Mr Drummond sent an invoice for £300,000 + vat “for the advance on ticket rebates” and said that he understood that the “outstanding balance for this [£60k or 70k]” was to be settled in cash. He asked when the funds would be sent over as “we are planning our cash outlays in the next few days at present”.

By email dated 28 October 2021, in response to an email from SSD asking for a breakdown of the £300,000, Mr Bartlett of Ticketline replied attaching to his email “the latest overall balance between sales and payments”. It was said that of the £300k, there were approximately £160k of refunds for Bingley, approx. £40k refunds for Pixies and DMAs and that £90k had been paid to SSD at the beginning of October. This accounted for the majority (£290k) of the £300k. After the payment that day by Ticketline, apparently of £60k, as promised by an earlier email of that date, it was said that Ticketline was holding a further £13.5k against “refunds that have to be processed and refunds coming in daily”. The omission in disclosure of any ledgers showing the individual positions as between Ticketline/SSD Music on a festival/event by event basis is telling.

SSD then asked for the remaining £10k of the £300k but was told that that had already been swallowed up in “other refunds”. As regards the October payment of £90k SSD asked whether this was “part of the overall loan from Ticketline” or “something else”.

Emails at this time show that SSD was asked formally to approve refunds but that they were effected by Ticketline, obviously out of monies that it was holding (or had received and not paid over to SSD by way of reduction of any liability to pay ticket proceeds to SSD Music) in respect of ticket sales.

There is in evidence a budget for the 2022 Festival. It is unclear when it was prepared but the budget showed expenses of some £935,450 (net of VAT) and projected income of only £831,065 (net of VAT), suggesting that the event was anticipated to make a loss of in excess of £104,000. As I understood matters, it was common ground between the parties that the 2022 Festival in the end did make a loss and that at all material times of the negotiations between the parties it was anticipated to do so.

In his witness statement, Mr Betesh explained that forward funding by Ticketline of SSD events continued into 2021 because there was still a hope that proceeds from ticket sales would meet the sums advanced by Ticketline and because of a hoped-for sale of rights to promote and host a particular event for some £4.5 million, which sale, ultimately, did not materialise.

Towards the end of 2021, says Mr Betesh, it became apparent to him that the amount of debt owed to Ticketline was “excessive” and he had very real concerns that the debt would not be repaid. He had, he says, many discussions with Steve Davis about this issue, the likelihood that Ticketline would not be prepared to lend further sums and the need to look for outside investors. It is against that background that Mr Mellor comes onto the scene.

Before I address that, I should also mention that SSD had been renting a property from a Tokyo company and, according to Mr Mellor, largely as a result of the Covid pandemic there was a large debt outstanding to Tokyo Industries Ultimate Limited. Some £70,000 or so seems to have been outstanding in this respect by the end of 2021. o

The more direct involvement of Mr Mellor arose as follows. At about the beginning of December 2021, Steve Davis got in touch by email with Mr Mellor, copying in Mr Betesh whom he described as being “from Ticketline and a partner in SSD”. It appears from the face of the email dated 1 December 2021 that Steve Davis was seeking to set up a meeting between Mr Betesh and Mr Mellor regarding particularly a Newcastle festival, “This is Tomorrow”, as well as the “touring business”, the latter being proposed to re-start through Mr Mellor’s venues.

In the statements of case, the Defence did not admit that Mr Betesh, as CEO of Ticketline, had been introduced by Steve Davis to Mr Mellor at this time as a “partner” in SSD. Once the email was produced, Mr Betesh had to accept that this had occurred. Such a description was not surprising given the close business relationship between Ticketline and SSD, including relevant shareholdings. I accept the submission of Mr Stubbs that the pleading position that I have described was part (although perhaps one of the lesser significant examples) of a wider attempt by Mr Betesh to put forward an untrue, but what he perceived as more favourable to the Defendant, version of events and in particular this was an attempt to downplay the real control that Ticketline had over SSD Music and its associated companies.

Another example of this was Mr Betesh’s statement at paragraph 28 of his witness statement to the effect that Mr Mellor was approached at this time as a potential investor and that Mr Betesh had not previously met him. Contemporaneous emails between the two men show that both men thought that they had met before in that year (albeit briefly) at the “This is Tomorrow” festival, an annual festival taking place in Newcastle, usually in about September, and that Mr Mellor was approached not just as an investor but, in Mr Mellor’s words in an email at this time: as someone who could “add significant operational and programming benefits” and a “wider venue opportunity”.

According to Mr Mellor, he met with Mr Betesh and Mr Mableson (then operations director of Ticketline) on 16 December 2021 in Manchester. Steve Davis had in effect set up the meeting but was not present at the meeting as eventually arranged. In my judgment this recognised the reality, that the real person with interest in and control over SSD’s future was now Ticketline.

According to Mr Mellor, Mr Betesh’s father, Mr Daniel Betesh, had been a big name in the band promotion and management business “Kennedy Street Enterprises” in the 1960s and 1970s. Indeed, he had at one time been a shareholder in Ticketline.

Mr Mellor explained in his witness statement that had had attended the December meeting because he was interested in either buying 100% of the business of SSD Music or purchasing shares in it, which he understood Mr Betesh’s company to own, and then running it with Steve Davis and his (Steve Davis’) brother. In particular, he felt that he could help run SSD and its business more effectively and that the Tokyo Group’s venues could benefit from hosting shows of the type SSD Music was promoting. Mr Mellor understood that SSD Music was under financial strain partly due to the covid pandemic and partly due to a lack of adequate capitalisation. Mr Betesh, he understood, had become involved as a shareholder to help provide additional funding going forward. At the December meeting, Mr Mellor says that Mr Betesh referred, with some frustration, to having made substantial loans to SSD Music which he was uncomfortable with and wished to recover by selling some or all of his stake in the company.

As regards Mr Mellor and Tokyo, things apparently went no further at this stage.